To
The Members,
Your Directors are pleased to present the 29th Annual Report
of Rushil Decor Limited ("the Company") together with the audited financial
statements for the year ended 31st March, 2023.
FINANCIAL SUMMARY AND HIGHLIGHTS
The financial performance for the year ended 31st March,
2023 is summarised below:
(Rs in Lakhs)
Particulars |
2022-23 |
2021-22 |
Revenue from Operations |
83839.51 |
62416.90 |
Other Income |
137.54 |
141.24 |
Profit before Depreciation, Finance Costs and Tax Expense |
15076.57 |
7535.36 |
Less: Depreciation and Amortisation Expenses |
2598.44 |
2436.81 |
Profit before Finance Costs and Tax Expense |
12478.13 |
5098.55 |
Less: Financial Costs |
2353.57 |
2030.84 |
Profit before Tax Expense |
10124.56 |
3067.71 |
Less: Tax Expense (Current & Deferred) |
2357.43 |
787.25 |
Profit after Tax |
7767.13 |
2280.47 |
Balance of Retained Earnings for earlier years |
14907.64 |
12726.68 |
Less: Final Dividend Paid |
99.53 |
99.51 |
Balance carried forward |
22575.24 |
14907.64 |
COMPANY'S FINANCIAL PERFORMANCE
Net revenue from operations increased to ' 83,839.51 Lakhs as against '
62,416.90 Lakhs in the previous year showing an accelerated growth of ' 21,422.61 Lakhs
which is around 34.32%.
The Profit before Tax for the current year is ' 10,124.56 Lakhs as
against ' 3,067.71 Lakhs in the previous year showing a growth of ' 7,056.85 Lakhs which
is around 230%.
The Profit after Tax (PAT) for the current year is ' 7,767.13 Lakhs as
against the profit of ' 2,280.47 Lakhs in the previous year showing growth of 240.59%. The
growth in PAT of current financial year is mainly driven by increase in net revenue from
sales of MDF Boards during the year.
The detail about the segment-wise position of business is mentioned in
the Management Discussion and Analysis Report.
KEY BUSINESS DEVELOPMENTS EXPANSION OF LAMINATE SHEET
In view of the improving market scenario and growing demand for jumbo
size laminates, the Company is setting- up a greenfield unit for manufacturing of Laminate
Sheet within the vicinity of existing laminate sheet manufacturing plants in Gujarat. This
plant is for manufacture of decorative laminates including bigger size (Jumbo size)
laminates having aggregate installed capacity of 1.2 Mn sheets per annum. This upcoming
plant may be helpful to cater the foreign market where there is huge demand of bigger size
laminates.
CHANGE(S) IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company
during the year under review.
MATERIAL CHANGES & COMMITMENT AFFECTING FINANCIAL POSITION
RIGHTS ISSUE OF EQUITY SHARES
During the FY 2022-23, the Board of Directors of the Company at its
meeting held on 06th August, 2022, approved the raising of fund by issuance and
allotment of equity shares through rights issue in accordance with the Companies Act, 2013
read with the rules made thereunder and the Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulations, 2018, as amended up to date.
The Fund Raising Committee of the Board of Directors of the Company, at
its meeting held on 16th March, 2023 approved the issue of Right Equity Shares
for an amount aggregating up to ' 108 Crs by issue of up to 66,35,421 Equity Shares of
face value of ' 10 each for cash at a price of ' 162 per Share (including a premium of '
152 per Equity Share) on a rights basis to the eligible equity shareholders of the Company
in the ratio of 01 (one) Rights Equity Share
for every 03 (three) fully paid up Equity Shares held by the eligible
equity shareholders of the Company on the Record date fixed by the Company (i.e. 13th
April, 2023).
The documents related to the Rights Issue are posted on the website of
the Company at https://rushil.com/investor_ relationship.php#RightsIssue2022 Further, in
accordance with (i) the Letter of Offer dated 8th April, 2023, and (ii) the
Basis of Allotment finalised in consultation with the Lead Manager, Registrar to the Issue
and BSE Limited, (the Designated Stock Exchange for the Rights issue), the Fund Raising
Committee of the Board of Directors of the Company has, at its meeting held on 20th May,
2023, considered and approved the allotment of 66,35,421 fully paid up Rights Equity
Shares of face value of ' 10 each, at an issue price of ' 162 per Rights Equity Share
(including a premium of ' 152 per Rights Equity Share) to the eligible applicants
("Allotment"). The said Rights Equity Shares were clubbed with already listed
equity shares of the Company and is listed under the ISIN INE573K01017 on BSE Limited and
National Stock Exchange of India Limited ("both the Stock Exchanges") and
trading of these Rights Equity Shares was commenced from 30th May, 2023 on both
the Stock Exchanges. As per objects laid down in the Letter of Offer, the Company has paid
off unsecured loan of Promoters and Promoter Group for an amount of ' 54.90 Crs which
ultimately result in reduction of debt of the Company to that extent.
Except above, there are no material changes and commitments, affecting
the financial position of the Company, which have occurred between the end of the FY
2022-23 to which the financial statements relates and the date of this report.
TRANSFER TO RESERVES
The Board of Directors of your Company has decided not to transfer any
amount to the Reserves for the year under review.
DIVIDEND
The Board of Directors of your Company, in its meeting held on 04th
May, 2023 has recommended a final dividend of ' 0.50 (Fifty Paisa) (@ 5%) per equity share
of the face value of ' 10/- each fully paid up for the financial year ended 31st March,
2023, subject to the approval of the Members at the ensuing 29th Annual General
Meeting. The Final dividend is payable to those Shareholders whose names appear in the
Register of Members as on the Book Closure / Record Date fixed by the Company.
The Dividend payable by the Company will be as per the Dividend
Distribution Policy of the Company.
INDUSTRY OVERVIEW
Company has two main business segments, i.e. MDF Board and Laminates
Sheets. In FY 2022-23, Laminates and allied products have contributed 24.85% to Company's
revenue and MDF Board has contributed 74.12% to Company's revenue.
CAPITAL STRUCTURE
During the year, the authorised Share Capital of the Company has been
increased from ' 30,00,00,000 (Rupees Thirty Crores only) divided into 3,00,00,000 (Three
Crores) Equity Shares of ' 10 (Rupees Ten) each to ' 40,00,00,000 (Rupees Forty Crores
only) divided into 4,00,00,000 (Four Crores) Equity Shares of ' 10 (Rupees Ten) each vide
shareholders resolution dated 27th September, 2022. Further, during the year,
the Company has forfeited 2182 partly paid-up Rights Equity Shares on which the
shareholders had not paid the outstanding call monies despite several reminders. After
forfeiture the final paid up share capital of the Company is ' 19,90,62,610/- (divided
into 1,99,06,261 equity shares of ' 10 each)
The details about the paid up share capital is duly described in the
financial statements which is a part of this Annual Report.
Except above, the Company has not made any issue or allotment of shares
during the year under review.
ISSUE OF SHARES OR OTHER CONVERTIBLE SECURITIES RIGHTS ISSUE OF EQUITY
SHARES
During the year under review, the Company has not issued or allotted
any equity shares or other convertible securities. However, after the expiry of 31st
March, 2023, the Company has issued 66,35,421 Fully paid-up Equity Shares on a rights
basis for cash at a price of ' 162 per equity share (including a share premium of ' 152
per equity share) (the "issue price") to its eligible Equity Shareholders in the
ratio of one (01) rights equity share for every three (03) fully paid-up equity share(s)
held by the existing equity shareholders as on the record date fixed for this purpose. The
said rights issue was opened for subscription from 02nd May, 2023 to 12th
May, 2023. After the expiry of subscription period the Company applied to the BSE Limited
(BSE) and National Stock Exchange of India Limited (NSE) for Listing Approval of the said
66,35,421 fully paid-up Rights Equity Shares and the same has been received by the Company
from BSE and NSE on 24th May, 2023. Further, the Company has also received the
Trading Approval from BSE and NSE
on 29th May, 2023. The said shares were available for
trading w.e.f. 30th May, 2023. After allotment, the paid up share capital of
the Company is ' 26,54,16,820/-. Accordingly, the Issued Capital and Subscribed Capital of
the Company have also been changed. Except above, the Company has not made any issue or
allotment of shares during the year under review.
CREDIT RATING
The Company has not issued any debt instruments and does not have any
fixed deposit programme or any scheme or proposal involving mobilisation of funds in India
or abroad during the financial year ended 31st March, 2023. The Infomerics
Valuation and Rating Private Limited wide letter dated 09th September, 2022
have assigned (revision in credit rating) IVR A- (IVR Single A minus with Stable
Outlook) rating to Company's Long-Term bank facilities and have
assigned IVR A2+ (IVR A Two plus) rating for Short Term bank facilities. The Outlook is
Stable.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
a) Details of unclaimed/unpaid dividend and shares transfer to IEPF
During the year the Company has not transferred any shares to IEPF.
b) Details of the resultant benefits arising out of shares already
transferred to the IEPF
During the year, the Company has transferred ' 101 (as dividend) to
Investor Education and Protection Fund Authority pertains to the shares already
transferred to IEPF Account.
c) Year wise amount of unpaid/unclaimed dividend lying in the unpaid
account upto 31.03.2023, which are liable to be transferred to the IEPF, and the due dates
for such transfer.
The below table gives information relating to various outstanding
dividends and the due dates of transfer to IEPF Authority:
Date of dividend declaration |
Unclaimed Dividend (As on 31st
March, 2023) |
Due date of Transfer to IEPF Authority |
Interim Dividend in FY 2015-16, Board Meeting held on
12-03-2016* |
51,184.00 |
15-04-2023 |
Final Dividend for FY 2015-16, AGM held on 27-09-2016 |
11,982.50 |
29-10-2023 |
Final Dividend for FY 2016-17, AGM held on 23-09-2017 |
3,638.00 |
24-10-2024 |
Final Dividend for FY 2017-18, AGM held on 22-09-2018 |
58,570.50 |
22-10-2025 |
Final Dividend for FY 2018-19, AGM held on 21-09-2019 |
46,639.00 |
25-10-2026 |
Final Dividend for FY 2019-20, AGM held on 18-12-2020 |
46,083.84 |
22-01-2028 |
Final Dividend for FY 2020-21, AGM held on 27-09-2021 |
2,67,059.54 |
27-10-2028 |
Final Dividend for FY 2021-22, AGM held on 27-09-2022 |
2,66,015.50 |
27-10-2029 |
*The above table is showing the position as on 31st March,
2023. However, after 31st March, 2023, the Company has transferred ' 51,184 to
IEPF authority within the due date.
As per above table, the Company will transfer the shares on which the
dividend has remained unclaimed for a period of seven consecutive years to the IEPF
Authority at the due date. Members are therefore requested to ensure that they claim the
dividends referred above before it will transferred to the IEPF Account.
Details of shares/shareholders in respect of which dividend has not
been claimed, are provided on our website at www.rushil.com. The same can also be accessed
from the website of IEPF Authority at www.iepf.gov.in. The shareholders are therefore
encouraged to verify their records and claim their dividends of all the earlier seven
years, if not claimed.
d) Details of the Nodal Officer
The details of the Nodal Officer required under Rule 7(2A) as inserted
by the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Second Amendment Rules, 2017 is as under:
Name of the Nodal Officer: |
Mr. Hasmukh Kanubhai Modi |
Designation: |
Company Secretary |
Postal Address: |
Rushil Decor Limited, Rushil House, Near Neelkanth Green
Bungalow, Off Sindhu Bhavan Road, Next to GIHED CREDAI, Shilaj, Ahmedabad - 380058 |
Email ID: |
ipo@rushil.com |
The aforesaid detail is also available on the website of the Company at
https://rushil.com/admin/uploads/ investors_pdf/iepf/Nomination_of_Nodal_officer.pdf
DIRECTORS AND KEY MANAGERIAL PERSONNEL Retirement by rotation and
subsequent re-appointment:
Mr. Ramanik T. Kansagara (DIN: 08341541), Executive Director, is liable
to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and
other applicable provisions, if any, of the Companies Act, 2013, read with the Companies
(Appointment and Qualification of Directors) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force), and being
eligible have offered himself for re-appointment.
Appropriate business for his re-appointment is being placed for
approval of the shareholders of the Company at the ensuing AGM. The brief resume of the
Director and other related information has been detailed in the Notice convening the
ensuing AGM of the Company.
Change in Board Composition:
During the year under review following changes were made in the
Composition of Board of Directors.
Cessation of Director:
Miss Archee Darshanbhai Thakkar, Independent Director (DIN: 08603730)
of the Company has tendered her resignation from the post of Independent Director w.e.f.
27th August, 2022 due to shifting abroad for further studies. Appointment of
Director:
Miss Shreyaben Milankumar Shah (DIN: 09726000) appointed as an
Additional Independent Director in the Board Meeting held on 08th November,
2022 subject to the approval of the shareholders in the General Meeting. Further, the
Shareholders of the Company by passing Special Resolution through the Postal Ballot Notice
dated 29th November, 2022 have approved and regularised the appointment of Miss
Shreyaben Milankumar Shah as an Independent Director of the Company w.e.f. 05th
January, 2023.
Except this, no changes were made in the Composition of the Board of
Directors during the year under review.
Key Managerial Personnel (KMP)
During the year under review, there has been no change in the KMP of
the Company.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have submitted the declarations of
Independence, as required under Section 149(7) of the Companies Act, 2013 and Regulation
25(8) of the SEBI (LODR) Regulations, 2015 that they meet the criteria of independence as
provided in Section 149(6) of the Companies Act, 2013 as well as clause (b) of
sub-regulation (1) of Regulation 16 of the SEBI (LODR) Regulations, 2015 and that he/she
is not aware of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact his/her ability to discharge his/her duties with
an objective independent judgment and without any external influence and that he/ she is
independent to management. All the Independent directors have complied with the code for
independent director as prescribed in Schedule IV of the Companies Act, 2013.
All the Independent Directors of the Company have enrolled their names
in the database of Independent Directors maintained by Indian Institute of Corporate
Affairs (IICA) in terms of the regulatory requirements. Also, the online proficiency
self-assessment test as mandated have been undertaken by those Independent Directors of
the Company who are not exempted within the prescribed timelines.
The Company had formulated and implemented the code of conduct for the
board of directors and senior management personnel which is available on the Company's
website at https://rushil.com/admin/uploads/investors_pdf/codes_
policies/or-management-under-Regulation-17-of-the- SEBI-LODR-Regulation-2015.pdf
FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
In compliance with the requirements of the Listing Regulations, the
Company has put in place a familiarisation programme for the Independent Directors to
familiarise them with their roles, rights and responsibility as Directors, the working of
the Company, nature of the industry in which the Company operates, business model etc. The
details of the familiarisation programme are explained in the Corporate Governance Report.
The same is also available on the website of the Company at
https://rushil.com/admin/uploads/7/10/Familiarization-
Programmes-for-Independent-Directors_1.pdf
NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES
During the FY 2022-23, 5 (Five) board meetings were held. The details
of the meetings of Board of directors and its Committees convened during the Financial
Year 2022-23 are set out in the Corporate Governance Report, which forms part of this
Report.
BOARD COMMITTEES
There are various committees constituted as stipulated under the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 namely Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk
Management Committee. Brief details pertaining to composition, terms of reference,
meetings held and attendance thereat of these Committees during the financial year 2022-23
have been enumerated in Corporate Governance Report, which forms part of this Report.
Following mandatory Board Committees were re- constituted on 08th November,
2022 by the Board of Directors.
Sr. No. Name of the Committee
1 Audit Committee
2 Nomination and Remuneration Committee
3 Risk Management Committee
AUDIT COMMITTEE RECOMMENDATIONS
During the year, the recommendations of Audit Committee, if any were
accepted by the Board of Directors.
NOMINATION AND REMUNERATION POLICY
The Company has formulated and adopted the Nomination and Remuneration
Policy in accordance with the provisions of the Companies Act, 2013 read with the Rules
framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The Nomination and Remuneration Committee has formulated the criteria
for appointment of Executive, Non-Executive and Independent Directors on the Board of
Directors of the Company and persons in the Senior Management of the Company, their
remuneration including determination of qualifications, positive attributes, independence
of directors and other matters as provided under sub-section (3) of Section 178 of the
Companies Act, 2013 (including any statutory modification(s) or re- enactment(s) thereof
for the time being in force).
The salient aspects covered in the Remuneration policy have been
outlined in the corporate governance report which forms part of this report.
PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL
DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 read with Rules
framed thereunder and in compliance with the requirements of the SEBI (LODR) Regulations,
2015, the Board has carried out the annual performance evaluation of the Board as a whole,
Individual Directors including Independent Directors (IDs), Non-Independent Directors,
Chairperson and the Board Committees. A structured questionnaire was prepared after taking
into consideration the inputs received from the Directors, covering various aspects of the
Board's functioning such as adequacy of the composition of the Board and its Committees,
Meetings of the board, functioning of the board, effectiveness of board processes, Board
culture, execution and performance of specific duties, obligations and governance.
The exercise was also carried out to evaluate the performance of
individual directors including the Chairman of the Board, who were evaluated on parameters
such as level of engagement and contribution, independence of judgment, safeguarding the
interest of the Company and its minority shareholders etc.
The performance evaluation of individual directors was carried out by
the entire Board excluding the director being evaluated. The performance evaluation of the
Board as well as performance of the every Committee was also carried out by the entire
Board. The Board has evaluated the composition of Board, its committees, experience and
expertise, performance of specific duties and obligations, governance matters, etc.
Further, the Board of Directors have carried out the evaluation of the
IDs, which includes the performance of the IDs and fulfillment of the independence
criteria as specified in the Listing Regulations and their independence from the
management. The directors who were subject to evaluation did not participate in the
proceedings of the meeting. Independent Directors reviewed the performance of the Chairman
of the Company, taking into account the views of executive directors and non-executive
directors.
REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY
The information required under Section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel)
Rules, 2014 in respect of Directors/Employees of the Company is set out
in "Annexure - [1]" of this report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors of the Company, hereby state and confirm that:
(a) in the preparation of the annual accounts for the financial year
ended 31st March, 2023, the applicable accounting standards have been followed
and there are no material departures from the same;
(b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at 31st
March, 2023 and of the profit and loss of the Company for the financial year ended 31st
March, 2023;
(c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(d) they have prepared annual accounts on a going concern basis;
(e) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and operating
effectively; and
(f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board has adopted policies and procedure for ensuring the orderly
and efficient conduct of its business, including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy
and completeness of the accounting records, and the timely preparation of reliable
financial disclosures. During the year no reportable material weakness in the design or
operation were observed.
FRAUDS REPORTED BY THE AUDITOR
The auditor of the Company has not reported any fraud to the Audit
Committee or Board or to the Central Government under Section 143(12) of the Companies
Act, 2013.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
As on 31st March, 2023, Your Company has no Subsidiary
Company, Associates and Joint Venture.
PUBLIC DEPOSITS
During the year under review, the Company has not accepted any deposit
within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014. Further, Company does not have any deposit
which is in violation of Chapter V of the Act.
LOANS TAKEN FROM DIRECTORS OF THE COMPANY
During the year under review, the Company has taken unsecured loans
from directors of the Company. Details of unsecured loans taken are given in the Notes to
the Financial Statements forming part of Annual Report. Director, who has given unsecured
loans to the Company, has furnished to the Company at the time of giving the loan, a
declaration in writing to the effect that the amount is not being given out of funds
acquired by him by borrowing or accepting loans or deposits from others.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The details of Loans, guarantee and Investments covered under the
provisions of Section 186 of the Act are given in the Notes to the Financial Statements
forming part of Annual Report.
RELATED PARTY TRANSACTIONS
During the FY 2022-23, the Company has entered into transactions with
related parties as defined under Section 2(76) of the Companies Act, 2013, which were in
the ordinary course of business and at arms' length basis. Further, the transactions were
in accordance with the provisions of the Companies Act, 2013, read with rules framed
thereunder and the SEBI (LODR) Regulations, 2015. All Related Party Transactions were
entered with approval of the Audit Committee and is in compliance with the applicable
provisions of the Act and the Listing Regulations. The details of the Related Party
Transactions as required under IND AS - 24 are set out in Notes to the financial
statements.
The Policy on Related Party Transactions as formulated by the Company
is available on the website of the Company at
https://rushil.com/ad-min/uploads/7/10/Rushil-Related-Party-Transaction-Policy.pdf.
The detailed disclosure of these transactions in Form AOC- 2 pursuant
to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 is set out as "Annexure [2]" to this Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR initiatives of the Company, during the financial year 2022-23
carried out in areas of Animal Welfare, Promoting Education, Preventive Health Care,
Sanitation and safe drinking water, Eradicating Hunger, Poverty and Malnutrition (food
supply), Empowering Woman and Economically backward group, Setting up Old age homes and
such other facilities for senior citizen, etc. Further, the Company has also spent the CSR
expenditure on it ongoing project named CSR Haraniya School Project during the financial
year 2022-23. The Company also funded for education and women empowerment through
recognised implementing agencies named Karamputra Charitable Trust and Ahmedabad Timber
Merchants Association Charitable Trust. These activities are in accordance with Schedule
VII of the Companies Act, 2013 and CSR Policy of the Company.
The CSR expenditure incurred by the Company during the FY 2022-23 as
well as other details of initiatives undertaken by the Company during the Financial Year
2022-23 in CSR has detailed in this Annual Report. The Annual Report on CSR activities as
per the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been annexed to
this Report as Annexure - [3].
The CSR policy is available on the website of the Company at
https://rushil.com/admin/uploads/7/10/Corporate-Social-Responsibility-Policy.pdf
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information required under Section 134(3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as
"Annexure - [4]".
RISK MANAGEMENT POLICY
The Company has a robust Risk Management Policy. The Company through
Board and Audit Committee oversees the Risk Management process including risk
identification, impact assessment, effective implementation of the mitigation plans and
risk reporting. Risk Management forms an integral part of the Company's planning process.
The Audit Committee has additional oversight in the area of financial
risks and controls. Major risks identified by the business and functions are
systematically addressed through mitigating actions on continuing basis.
There are no risks, which in the opinion of the Board threaten the
existence of the Company.
VIGIL MECHANISM
Your Company has formulated a Vigil Mechanism / Whistle Blower Policy
pursuant to Regulation 22 of the Listing Regulations and Section 177(9) of the Companies
Act, 2013 enabling stakeholders to report any concern of unethical behavior, suspected
fraud or violation and Regulation 4(2)(d)(iv) read with Regulation 22 of the SEBI (LODR)
Regulations, 2015. The policy enables stakeholders, including individual employees,
directors and their representative bodies, to freely communicate their concerns about
illegal or unethical practices, instances of unethical behavior, actual or suspected fraud
or violation of Company's code of conduct. The Policy provides adequate safeguards against
victimisation of Director(s)/ employee(s) and direct access to the Chairman of the Audit
Committee in appropriate or exceptional cases. The protected disclosures, if any reported
under this Policy will be appropriately and expeditiously investigated by the Chairman.
Your Company hereby affirms that no Director, employee or any other
personnel has been denied access to the Chairman of the Audit Committee and that no
complaint was received during the year.
The policy is available on the website of the Company at
https://rushil.com/admin/uploads/investors_pdf/codes_
policies/Whistle_Blower_Policy.51.pdf and circulated to all the Directors / employees.
SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS
During the year there is no significant/material order(s) passed by the
Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacting the going
concern status of the Company and its operations in future.
The details of litigation on tax and other related matters are
disclosed in the Auditor's Report and Financial Statements which forms part of this Annual
Report.
AUDITORS
STATUTORY AUDITOR
M/s. Pankaj R. Shah & Associates, Chartered Accountants, a firm
having Firm Registration No. 107361W, were appointed as Statutory Auditor of the Company
at the AGM held on 27th September, 2021 for a term of five consecutive years.
The Notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. The Auditor's Report dated
04th May, 2023 is unmodified and does not contain any qualification,
reservation or adverse remark.
No fraud has been reported by the Auditors to the Audit Committee or
the Board.
SECRETARIAL AUDITOR
During the year, M/s. Shalin Jain & Associates, Practicing Company
Secretaries, Secretarial Auditor of the Company has tender their resignation from the
position of Secretarial Auditor w.e.f. 06th October, 2022.
Accordingly, the board of directors at its meeting held on 08th November,
2022 has appointed M/s. SPANJ & Associates, Practicing Company Secretaries, Ahmedabad
to undertake the Secretarial Audit of the Company for the financial year 2022-23 pursuant
to the provisions of Section 204 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI (LODR)
Regulations, 2015 as amended.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report in the prescribed Form No. MR-3 for the
Financial Year 2022-23 is annexed herewith as "Annexure - [5]" to this Report.
The Secretarial Auditor has not reported any qualification, reservation or adverse remark
or disclaimer in his report.
Your Company has also obtained certificate from the secretarial auditor
certifying that none of the directors of our Company has been debarred or disqualified
from being continuing as directors of the Company by SEBI, Ministry of Corporate Affairs
or such similar statutory authority.
The Company has also filed the Secretarial Compliance Report for the
financial year ended 31st March, 2023 to the Stock Exchanges in relation to
compliance of all applicable SEBI Regulations/circulars/guidelines issued thereunder,
pursuant to requirement of Regulation 24A of the SEBI (LODR) Regulations, 2015.
COMPLIANCE WITH SECRETARIAL STANDARD
The Company has complied with Secretarial Standard 1 and 2 issued by
the Institute of Company Secretaries of India (ICSI) on Board Meetings and General
Meetings respectively.
IMPLEMENTATION OF CORPORATE ACTION
During the year under review, the Company has not failed to implement
any Corporate Actions within the specified time limit.
ANNUAL RETURN
The Annual Return in Form MGT-7 is available on the website of Company
at https://rushil.com/admin/uploads/4/21/Form-MGT-7-Annual-Return-2022-23.pdf
DIVIDEND DISTRIBUTION POLICY
In accordance with Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the Board of Directors
of the Company has adopted a Dividend Distribution Policy ('Policy') which, is available
on the website of the Company at https://rushil.com/admin/uploads/7/14/Dividend-
Distribution-Policy-pdf.pdf
BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT
Pursuant to Regulation 34(2)(f) of the Listing Regulations, the
Business Responsibility and Sustainability Report forms part of this Annual Report.
COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed
under the provisions of Section 148(1) of the Act, are not applicable for the business
activities carried out by the Company.
STATEMENT OF DEVIATION OR VARIATION
Pursuant to Regulation 32 of the SEBI (LODR) Regulations 2015, listed
entity shall submit to the stock exchange a Statement of Deviation(s) or Variation(s) on a
quarterly basis for public issue, rights issue, preferential issue etc. Statement of
deviation(s) or variation(s), quarter wise was placed in the respective audit committee
meetings for their review. Further, a statement for the year ended 31st March,
2022, on the utilisation of proceeds of Rights Issue of the Company was placed before the
Audit Committee in its meeting held on 24th May, 2022, wherein the Audit
Committee noted that there was no deviation as regards to utilisation of funds from the
Objects stated in the Letter of Offer for Company's Rights Issue and post its approval the
same was submitted with the Stock Exchanges on 24th May, 2022. Further, after
24th May, 2022, the requirement of filing Statement of deviation(s) or
variations(s) is not applicable to the Company as the fund so raised were fully utilised
by the Company as per the objects stated on the offer document.
Further, after 31st March, 2023, the Company has raised '
107.49 Crs through Issue of Fully Paid-up Rights Equity Shares and also the Company has
fully utilised the issue proceeds of ' 107.49 Crs as per the objects stated in the offer
document. There is no deviation(s) or variation(s) in the use of proceeds of Rights Issue
as the issue proceeds were fully utilised as per the objects stated in the offer document.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per the requirement of the SEBI (LODR) Regulations, 2015, a detailed
review of the developments in the industry, performance of the Company, opportunities and
risks, segment wise and product wise performance, internal control systems, outlook etc.
of the Company is given under the head Management Discussion and Analysis Report, which
forms part of this Annual Report.
CORPORATE GOVERNANCE REPORT
The report on Corporate Governance along with a certificate from the
Practicing Company Secretary on its compliance for the Financial Year 2022-23, as per
Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 forms part of
this Annual Report.
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has adopted zero tolerance for sexual harassment at
workplace and has formulated a policy on Prevention, Prohibition and Redressal of Sexual
Harassment at workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for
prevention and redressal of complaints of sexual harassment at workplace. The Policy is
uploaded on the web portal of the Company under following weblink:
https://rushil.com/admin/uploads/7710/Policy-on-Prevention-of-Sexual-harrasement-of-women-at-workplace.pdf
The policy aims to provide protection to employees at workplace and
prevent and redress complaints of sexual harassment and for the matters connected and
incidental thereto, with the objective of providing safe working environment, where
employees feel secure. An Internal Complaints Committee has been set up to Redress
complaints related to sexual harassment. During the Financial year 2022-23, the Company
has not received any complaint of sexual harassment at workplace. Further, there was not
any complaint pending at the beginning of the year or at the end of the year.
ACKNOWLEDGEMENT
The Board sincerely thanks Company's customers, vendors, central and
state government bodies, auditors, legal advisors, consultants, registrar and bankers for
their continued support to the Company during the year under review. The Directors also
wish to place on record their appreciation for the dedicated efforts of the employees at
all levels. Finally, the Board expresses its gratitude to the members for their continued
trust, co-operation and support.
|
For and on behalf of the |
|
Board of Directors, |
|
Krupesh G. Thakkar |
Date: 9th August, 2023 |
Chairman |
Place: Ahmedabad |
(DIN: 01059666) |